Venomous Spider
by Birchtail
Summary: Eddie decides that the symbiote has already taken too much out of his life and it's time for him to get it back. Paths are chosen and decisions made as Eddie Brock Jr., with the help of your favorite wall-crawling hero, takes his life into his own hands once again. And will the symbiote help, or choose to fight its host? NO SLASH. Eddie/MJ and Peter/Gwen. T for violence.
1. Prologue

**A/N: I feel I should explain that this story idea and the first three chapters are _not_ mine. They, in fact, were originally written by Knight of the Wind, who published them in the Spider-Man division of the Comics section. The first three chapters are not written by me, only edited by me.**_  
_

_That's strange. Spider sense definitely told me _something _was here._

I pondered that fact as I crawled through an air vent. _That's so weird. _

Now, let me explain. You know Eddie Brock? Otherwise known as Venom? Well, see, he's been acting differently of late. For him, this change should be good, especially since he's not viciously killing, but I have an uncanny feeling he'll snap at any moment. Eddie, when he's not playing the part of his vicious alter ego, has actually been spending quality time with me, MJ, and Gwen. I keep an eye on him, letting him know I'm not convinced yet, but he shakes it off. The weirdest part is...

BOOM!

Ok, rambling officially _over_.

I was thrown back as the wall I had been currently on exploded. I hit the floor hard, but shook it off and looked for the source of the shockwave that had thrown me to the floor. Just then, Venom flew by me in full costume (what else _could _you call an alien that turns itself into a strength-enhancing bodysuit?), carried by a greenish shockwave that was acompanied by a familiar and _very_ unwelcome sound. He crashed against the wood wall.

_What _are _you doing here, Eddie? _I wanted to ask, but I knew that at the time, self-preservation should hold a higher priority for both of us.

As he stood up from the floor, I was reminded of one of his changes. Instead of allowing the symbiote to give him ridiculously big muscles along with his strength, he let the suit get skintight on him. He no longer allowed the symbiote to give him its hideous jagged-toothed grin and lolling, saliva-drenched tongue. He changed it for what was apparently no reason. Now, the only things on the mask were the eyes, which now resembled the ones in _my_ mask. The suit was fully pitch black except for a white pad on the top of each hand. He looked _much_ more human now.

I was about to say something, when Venom's arm grabbed my head and pushed me down. Less than a second later, a metal safe flew right where my head would have been.

" We're going to check it out. Stay here, Parker." Venom said. I could tell he was struggling to say my name in a respectful manner, though he still couldn't fight the symbiote well enough to call me _bro._ Did I forget to mention that the echo in his voice has been drastically reduced? Why all the changes, you may ask, and the answer is because of-

" On second thought," he said, jumping over the chair that was aimed at him," Watch my back, Spider." Oh, and he doesn't always speak with the plural now. In fact, he does so only in the toughest of situations, when he has to direct his attention to more important things than controlling the symbiote. Eddie wanted to know that _he_ was in charge of the gooey black alien and not the other way around.

I nodded, standing up slowly. I had been in this abandoned place because Spider sense warned me that something very powerful was here. Now I see what it is.

" Shocker? Wow, that's a real shocker!" I said. _Get it? _Venom looked at me and shook his head, sighing.

" C'mon that was gold! Did _you _get the pun?" I asked Shocker, jumping up to avoid a shock wave.

" Your jokes are horrible!" Shocker yelled, punching the air to hit us with the sound waves. I shot a strand of web to each of his writsts and yanked the devices off. Immediatly after, Venom threw a few web-balls at him, successfully sticking him to a wall. I walked towards Shocker.

" Well, looks like you're in a sticky situation!" I said, laughing at my own joke, "Get it? 'cause you're all webbed up?" Shocker groaned.

"Take me to jail, kill me, I don't care! Just SHUT UP!"

I turned around and almost fell over laughing. Venom was leaning against a wall, holding a phone to his symbiote-covered ear.

"Uh-huh, that's two large pizzas. One with pepperoni and the other one with chicken and extra cheese. Yeah, the address is... well, it's the burning building. Yeah, the one uptown." Venom hung up. " Pizza, Spider?"

"Sure, since you already took the trouble of ordering." I said, shooting a final web at Shocker's eyes. The police arrived and took him away.

The pizza delivery came right before the firefighters.

"Thanks," Venom said to the deliveryman, who looked like he was going to pass out. He gave him a twenty dollar bill and walked off. I ran to catch up to him. He gestured to the boxes of pizza. I took a chicken slice.

"Thanks, Venom." I said. Maybe he really was changing. _I hope he is. I hope we can be bros, the way we used to be._

"Eddie. And no problem, Pete," he answered. "Those twenty were from _your _ wallet anyway."

"Dude, you _so _owe me twenty bucks." I said, chuckling. Venom snorted.

_So, like I was telling you earlier, there are two reasons why Eddie's trying so hard to change. One, he says that the suit has had its fun, but that it's time for him to take the wheel again, to make his own decisions. To be 'him'. Not 'they' or 'us'. He wants his old life and friends back. Two... Mary Jane Watson. He says that with her in his life he feels whole and that he loves her. MJ felt the same for him, not knowing that we're both... freaks... like Aunt May says. He's really starting to try to think about what would be the right thing to do when a lot depends on the decision he makes. I hope he doesn't snap. I want the old Eddie back as much as he does. We all do._


	2. Promise

"_Hey, Eddie, isn't it a bit late to be visiting MJ?" _I asked. You see, Brock had just been struck (or should I say love-struck) by the brilliant idea to pass by Mary Jane's home at 2 a.m.

"No, why?"

"Because you live across town, and getting there on foot would take a very long time to do."

"But I didn't get here on foot. I swung," he said. I placed my arms across my chest and waited. _3, 2, 1-_

"Wait, she can't know I web-slung here!"…. I sighed. Sometimes I wondered if it was worth it, keeping my secret from my loved ones, especially Gwen. Watching as the symbiote melted over Eddie, I took off the mask. The cool night air blasted my face as I exposed it. You know, Eddie's really smart, but sometimes….

"So, Pete, Times Square at 9 a.m?" Venom asked.

"Huh?" I snapped out of my trance. "Oh, yeah. Sure." I jumped up to the window of my room. "See you then, Eddie." I said, and climbed inside.

_What a day._

Shocker, I realized, as I took off the suit, must've been the one behind all those 'accidents' today. A bank had come down, as did a mall. Don't even get me _started_ on the Toys 'R' Us thing. It gives me the creeps.

I set my alarm to 8:30 and nestled into the covers to take a much-needed rest. "Goodnight, Uncle Ben," I whispered absent-mindedly as sleep took over.

…...

_BEEP-BEEP! BEEP-BEEP! BEEP-BEEP! BEEP-BEEP!_

I groaned as the obnoxious noise from the alarm clock roused me from my sleep. I hit the snooze button and rolled over in bed.

"It's Saturday….. I don't need to get up… not like I have plans…" I muttered. Just a couple seconds later, my eyes snapped open.

"I _hate_ you, Eddie."

When I arrived at Times Square, I was greeted by a smirking Brock and a chuckled "Morning, Pete."

"I'm tired," I half-heartedly complained.

"I know," he replied.

"So, why did I have to come here so early?"

"Pete, face it. You're just lazy," he sarcastically remarked. I could see that the less-destructive side of the symbiote was creeping into his demeanor, and it managed to both irritate and unnerve me at the same time.

"You didn't answer the question."

"Well, mostly for this," he remarked off-handedly, in a manner that was obviously intended to make me curious and did so quite well.

My anger vanished. "For what?"

"For the fact that you're extremely butt-hurt. It's hilarious, in case you didn't realize it. That, and I set us up for a double-date."

"_You what_?!" I almost yelled. "I can't go on a date! I'm not even in a relationship!"

"It's cool. I set you up with Gwen. MJ told her about it. She's all for it." Eddie said.

I smacked my forehead. "Great. This is just great! I'm going to screw it up SO BAD!"

"Chill, Pete. You'll be fine."

"No, I won't!"

"Dude, you're Spider-man, for crying out loud!" This a bit quieter, for the sake of my secret identity remaining just that - secret. "You've sent dozens of dangerous criminals to jail and survived through the preliminary fights! How can you completely fall apart at the thought of a date?"

I sighed. It would be no use to quibble about it if he was so determined. Besides, it might be good for him-he might be able to start something between him and MJ. "Whatever, Eddie," I reluctantly returned.

"C'mon. I have something to show you," he said, and swung away, his heavy steps beating a tattoo on the cement as he headed for an alley that branched off the square.

I followed suit, not really thinking about where he was taking me.

_Seriously? A date? What's he thinking? Well, maybe if I can pull myself together and make a good impression on Gwen… no, no. What are you thinking, Parker? You'll never go there... _

_How about I think about something important? _

_Like the symbiote. It's amazing, really. Eddie's got almost full control over that thing._

My forehead creased with worry as I thought about how I had once controlled it-then how it had become too hard to control. Eddie had not learned to control it from the first as I had - would it try to take over again, now that he finally seemed to have a handle on it?And would it succeed?

My own thoughts ran briefly to the time when I had been host to the symbiote.

_It gave me more power, yes, but I hate that sometimes I want it again. If I just keep it from getting to my head, I could do it. I'd be faster, stronger. I'd have better reflexes… if only I knew for sure that I could control it. Then maybe it would stay away from Eddie, and I, the only person who already knows how to keep it at least _somewhat _under control, could keep it from hurting more people._

"This is the place." Venom's voice subtly changed as the suit retracted from his face, disappearing into the neck of his black shirt.

"It looks like a warehouse," I remarked, somewhat bewildered and a little disturbed that I had been so lost in my thoughts to allow him to lead me here.

He smiled. "That's because it is."

I followed him inside, wondering what could possibly be going through my friend's mind. _**Is**__he your friend?_ asked a nasty voice in my head.

I shook it off, mentally scolding myself for not being able to answer the question. I turned around to ask a question of my own, but I couldn't see Eddie. "Eddie?" I asked loudly. "YES?" boomed a voice from everywhere. "Eddie? You there?" I turned around and came face-to-face with Venom, who was hanging from the ceiling on a strand of symbiote.

"Yes," he said, and I screamed in surprise, falling back. Eddie started laughing so hard he actually lost his grip on the strand of web and fell head first on the floor. After the initial shock he just kept laughing. "You should've seen the look on your face!" he gasped.

I stood up, trying to fully regain my dignity, and turned around, blocking out his laughter. I waited until he calmed down, hoping this was just an innocent prank and not part of a darker plan.

"Ok, bro, I'm sorry. And all that sappy stuff," Eddie told me, waving his hand in a dismissive manner as he sat up.

"So what was the point in coming here?" I asked, looking around the shadowed space.

"Well, I was thinking we could freshen up the place and make it like, our 'headquarters', or something," he said.

I was amazed at the fact that he actually seemed serious. But why would Venom be wanting to partner with Spider-Man...? It just didn't make any sense, the same as it wouldn't make sense to see an apple detach from a tree and fall into the sky.

"Bro, as cool as that would be, there's only the two of us." I bit my lip to keep from saying what was really on my mind. _And not that long ago, we were mortal enemies!_ "Why would we need any sort of headquarters?"

Eddie thought on this a second. Then he smiled and I knew exactly why.

I put my face in one hand, shaking my head as I walked toward him.

"Eddie, you're not giving that symbiote to anybody. No portion or percent or part, _nothing._"

He frowned. I softened my tone as I spoke next, "It was a good idea, though, and we should keep it mind," I murmured to myself. _Maybe that wouldn't be such a bad idea. Especially if he gave it to me.._.

A thought came to my head, a welcome intrusion on the unwanted thought of a moment before.

"Hey, Eddie, when is the whole 'date' thing?"

The suit melted off his forearm and he checked his watch. His eyes, just uncovered by the symbiote, opened wide as he noted the time. Slowly, he looked back at me.

"...10 minutes."

I was high in the air. On that note, I let myself fall. The wind rushed through my ears. I was speeding up every second. The ground was coming nearer and nearer. Within two feet of crashing onto the street, I shot a strand of webbing for the side of a tall building near me.

I felt gravity fulfilling its purpose as the speed, combined with the movement, turned into my momentum, which took me up at even greater speeds. Before losing the speed I'd gained, I shot another strand, and another.

"Five minutes!" Eddie yelled behind me.

We weren't going to make it. So I did the only thing that would save me from complete and utter humiliation. As I went faster and faster, just before the end of my momentum, I carefully calculated just the right spot to shoot my web for maximum speed.

I shot the web and pulled on it as hard as I could.

I went so fast I thought my insides were going to be stuck permanently in my legs. Right before landing, I shot a quick web behind me, which pulled me to a stop, and I fell feet first on my roof.

I quickly slipped down into my window, then dashed across the room and into the bathroom across the hall. I spent what would have been only a minute in the shower, pulling my suit over myself almost before I was dry, then putting a shirt and jeans on in the shower before I came out.

Right after I got out, Eddie stepped in. "Make sure the symbiote doesn't go down the drain," I called, a tinge of laughter in my voice. I knew the persistent alien would never let go of its favorite host.

Apparently, Eddie was in more of a hurry than I was. I was barely ready to go with my camera (which I carried everywhere) and my backpack, which also contained a certain 'necessity', namely my extra mask, but also served as a holder for pen and paper, for taking notes when I played the part of reporter, when Eddie came out of the shower, evidently looking for a shirt.

The symbiote already covered most of his upper body, and I instinctively tucked the mask into my backpack faster as the person I knew best as Venom entered the room.

"Privacy?" I joked, casting a half-wary glance at the symbiote.

"There's no time for 'privacy.' We've got three minutes," he said, grinning in acknowledgment of my joke.

With that, he went over to my closet and sorted through the shirts, groaning as he saw how small everything was.

"Peter! None of your clothes fit me!" he complained.

"Look toward the back part," I said, slipping my camera into its case as I slung the strap around my neck.

"I have clothes too big for me there, and some shoes, maybe."

Eddie sighed in relief.

When we were ready to go, with two minutes left on the clock, I wore a blue T-shirt, brown pants, and a pair of black sneakers.

Eddie had on the blue jeans he had worn earlier that day, black I-don't-know-what-kind-of shoes, and a simple, tagless white shirt.

The symbiote slithered up his arms and came out of the sleeves and neck of his shirt, forming an open black jacket over his torso.

We wasted no time. I took the car keys (after a cut-short talk with Aunt May about it) and tossed them to Eddie. He tossed them back.

"Use that permit of yours, Pete," he said, winking. " Girls like dudes who can drive."

I rolled my eyes and got in, a more-than-faint blush spreading across my face as I thought of Gwen.

Eddie stopped briefly to pick up MJ from next door, then we sped down to Gwen's.

In case you didn't know, Gwen Stacy's father is _Captain_ George Stacy, and if I'm late to pick her up, he'll think me irresponsible. And if I ever want Gwen to be my girl, I'll have to have a clean record with the guy.

I was getting really worried as I turned the corner. _5. C'mon car, faster! 4. Almostthere! 3. You can do this! 2. Just a bit more. 1. So close! 0._

"Nooo!" I yelled.

" Bro, we made it!" Eddie said from the passenger seat.

"_Yes!_"

Just then, Gwen came out of her home.

Looking like the most charming woman on ea- _STOP! stop thinking like that, Parker!_

She got in.

"Hey guys," she greeted us, smiling.

"Hey," we all said.

From the front, Eddie and I put our hands back. The girls took them and the four of us did a hand shake...more like a hand grab, but whatever. I held Gwen's hand, in a way... and that's all that matters when you're in-_can it!_

"So, where are we going?" Gwen inquired, her voice friendly but curious.

I suddenly freaked out, because I had no answer.

I didn't notice the symbiote tendril make its way up to my neck, and plug itself there, right at the base of my skull.

**The park.**

"The park," I said absentmindedly, my entire scalp tingling as more of the alien slipped onto the base of my neck.

A little more of the suit slipped onto my neck, at such an angle that the girls wouldn't notice.

_**Keep it for now.**_

This time it was Eddie's voice that played in my head. Dazed, I simply nodded. If this thing was going to help me in this stinking date, then to heck with the mind control...right?..._right?_

There was silence as we reached the park.

Apparently, we were having a picnic, courtesy of the ever-prepared MJ. As soon as we got out of the car and walked over onto the grass under the trees, we started to set everything up. When we were finished, I could see that MJ had fixed us a nice amount of tasty things: turkey sandwiches, mashed potatoes, apple pie, and coke.

Everything was going great. The suit was actually _helping_ me make replies to Gwen's inquiries and comments before I screwed up.

Eddie even leaned over at one point and whispered that Gwen was interested. I almost blushed at this, but kept it under control.

_Yeah, everything's fine._

We were laughing over a joke Eddie had just made when my spider-sense went off. Eddie's did too, as he leaped to his feet, scanning the forest for any danger nearby. I could see him fighting the symbiote from coming up his neck, his face contorting as he tried to keep it under control. If MJ realized he was Venom... who knew what could happen. At the very least, his chances with her would be ruined.

Immediately, I jumped over to Gwen, wrapped my arms around her, and rolled to the side. A second later, a bolt of electricity struck right where she had been sitting only a minute before.

I glanced in the vicinity of the trees nearest the street to see a man whose hands and head glowed with violent currents of electricity.

_Hatred._

That was the first thing I registered in my adrenaline-filled mind as I narrowed my eyes at the supervillain.

_Nobody tries to hurt my girl._

I quickly picked Gwen up, as did Eddie with MJ, and ran away through the trees of the park, heading far from the stream we had been sitting near. Water was a perfect conduit for electricity, and I didn't want her to be anywhere near something that could hurt her, like Electro.

I set her down near a towering oak, far from Electro and the stream.

I was about to leave and pull off my outer suit to change to my Spider-Man attire, but the symbiote had other ideas-maybe better ones, for the sake of my 'secret' identity.

**Fight him without the suit. Don't use anything but fists and kicks.**

I'm sorry to say, (or am I?) but I agreed.

I sprinted over the newly-mown grass to my electric foe. He shot a bolt at me, probably trying to scare me off, but I simply dodged it and kicked his stomach, one of the places from which electricity did not burst in abundance.

He swung a lightning (terrible pun, I know) punch at me, but I ducked. Using my momentum from the duct to my advantage, I pivoted on the ball of my right foot to land the heel of my other firmly in his chest.

His body flew back as my foot connected with his body, breaking a nearby fire hydrant from its moorings as he struck it. Water went straight up into the air, forcibly blowing the water supply from the pipe underneath all over everything around it.

Thinking quickly, I dashed over to it and placed my foot on the top, resisting the tremendous water pressure as my spider-strength kicked in.

My foot redirected the heavy stream of water toward the downed criminal.

I moved my gaze to the soaked place on the asphalt where the strong stream of water hit Electro.

He screamed for only a few seconds, then the electricity on and around him died down under the water that pumped from the hydrant's base. He was unconscious.

Pulling my phone, which had somehow escaped the soaking blast of water from the hydrant, from my pocket, I dialed 911.

" Pete, are you ok?" Gwen yelled, running across the grass toward me, a half-sob in her voice as she considered what could have happened.

"I'm fine, Gwen."

"You saved my life! I don't know how to say 'thank you'," she told me, wrapping her arms around my soaked shoulders as she buried her face in my shirt. I could feel a few drops of wetness that wasn't water soaking through the cloth, and her shoulders shook a little.

Just then, Officer Stacy arrived in his police car, a look on his face that embodied worry and concern.

"Are you OK, Gwen?" he asked her, sprinting up the sidewalk toward the crying girl.

"Yes, Daddy, I'm fine," she told him, letting go of me as she addressed her father. "Thanks to Peter. If it weren't for him, I'd be..."

Stacy nodded and walked over to me. He put a hand on my shoulder. "Thank you, Parker. My debt will not go unpaid."

"At the time, she was my responsibility, Officer."

"Good words, Parker." he told me. "Come on, Gwen." He motioned to his daughter to come with him so he could take her home.

"Uh, Dad?" she inquired, her voice a little shaky from the tears.

"What, sweetie?"

"Could I ride with Peter?" She put one arm around my shoulder, and I had never felt more proud in my life.

"I guess..." his voice trailed off, and a smile crossed his face. "I suppose he's earned the honor of taking you home."

Stacy waved as he walked off to his own car. He had business in other parts of the city.

I walked Gwen to the car, in which both MJ, looking fairly unperturbed, and Brock, who looked less than pleased with himself, already were waiting.

I put the key into the ignition and drove off.

When we reached her house, I got out of the car with her. We reached her front step, and we both stopped, reluctant to say our goodbyes.

" Are you sure you're OK?" I asked, a twinge of worry touching my voice.

"Yes, Pete, I'm fine. Because of you."

She stared at the concrete walk for a moment, her face not easily readable but obviously touched by what I had done for her.

"Thanks."

"Don't worry about it, I-"

"No, Peter. You saved my life." Her blue eyes were earnest now.

"Gwen...look. I promise that I'll always protect you. I'll always be there for you."

"Thank you..." She whispered, "thank you..."

In the last second before she trotted up the steps to her porch, she turned to me. I put my hand behind her head, and she gently put a hand on each shoulder of my wet shirt.

And we kissed.

_I'll always be there for you, Gwen. This is my promise to you._


	3. Beast Within

_**"Why, Peter? Why did you keep it! You know what it'll do you. No good. You don't need it! Get rid of it!"**_ Spiderman said.

_"We just wish to help out. In case you've forgotten, _we_ helped him stop Electro," the symbiote-covered version of me replied._

_"Just like last time. You start out by making him better, stronger, more powerful. You give him the best reason he's ever had for staying a hero, then completely destroy his mind! He got rid of you because you were tearing his life apart! And now here you are again. No! I will not allow it!"_

_Spiderman launched himself at the symbiote. Symbiote dodged and kicked Spiderman full in the mouth. Spiderman fell back, but shook his daze off quickly enough to avoid an uppercut to the chin. He backflipped, using his momentum to throw all of his weight into the punch that hit Symbiote squarely on the chest. The black replica of Spiderman was thrown back. Instead of delivering a final blow, Symbiote swept the ground with his leg, knocking Spider off his feet. Spider quickly stood up, only to be greeted by the heel of Symbiote's foot. _

_On they fought. At times, one seemed to gain the upper hand, then the other one would regain the ground he had lost. _

_Both pulled their fists back for a finishing blow. They were just about to make contact when-_

_"Stop!"_

_There I was. Just good old me, Peter Parker, the school wimp and the most distinctly un-courageous kid at M^3, standing between my two personalities, holding their fists tightly to prevent their striking at each other. _

_"Look, I know... I know what you did to me last time I allowed you," I said, addressing the symbiote. "And I know I shouldn't trust you; that you feed on hate." _

_I turned to Spider. "I know you are trying to protect me. But what about the safety of others? Symbiote alien-head, here, helped me protect Gwen. It was better that way, because having to leave to change into the suit-my cover would probably have been blown right away. _

"_What if all three of us work together? We'd be so much better at what we do, and the safety of Gwen and Aunt May wouldn't even be a question. It'd be fact. _

"_Isn't that what you want?" I asked Spider. He nodded. "And you. You have been different lately... I'll trust you, at least for now. Anything you want to tell me?" I inquired, noticing the way his forehead scrunched under the mask. _

_"Be careful with Brock. He's been under a lot of stress lately, and I don't know if he'll be able to stay in control of my brother."_

Brother. So that was how the two halves of the symbiotes were related.

_"OK, guys." _

_I put my hand in the middle of the the three of us. Symbiote put his hand on top of mine, "With great power," The Symbiote and I said. Spider put his hand also," Comes great responsibility," I finished with him._

_Both suits melted over me. Coming together as one. _Finally,_as one. Finally, guarenteed safety for my loved ones. That's when I woke up..._

In the middle of Manhattan!

"Not again," I whispered, the wind in my ears whistling as I fell. I shot a strand of webbing to a nearby building and swung, tucking in my legs, then kicking out to gain speed and height. I let myself fall.

When my feet grazed the roof of the building, I shot another web and pulled.

I rushed through the empty space and stuck to the wall of a nearby skyscraper. The _glass_ wall.

My gaze instinctively turned to look at myself in the high-rise mirror.

What stared back was unexpected. Everything seemed normal, yes, except that every part of my suit that should have been blue... was _black_.

_They actually merged together._

Most of my legs, a portion of my arms, my back, and my sides were covered in the symbiote.

"Hey Spider!"

Venom slapped my back.

"AAAAAAAAAYYYYYYYYYYYYY!" I yelled. Taken by surprise, I accidentally let go and plummeted down between the skyscrapers toward the busy street. My adrenaline-fueled mind thinking quickly, I shot a web when my feet were mere inches from the roof of a zooming car. I made a not-so-graceful crash landing on the roof of a lower building.

"Errrrrr...sorry?" Venom said behind me. Deep in my throat,I growled.

"Sorry?! Seriously! You didn't have to scare me witless to say hi!"

"What can I say?" he retorted, chuckling. I couldn't help but grin.

"New look?" he asked, gesturing to the suit.

"Yeah..."

"Hold up...is that...?"

I looked from left to right, suddenly embarrased at the question. Venom's mask melted away, showing Eddie's smirk. He leaned over, poking a finger at my chest.

"That's the symbiote, isn't it, Peter?" Before I could answer, he doubled over with laughter.

He seems to do that a lot lately.

"How-how do you feel?" he asked, all of a sudden.

_Between you and me, I feel SO much stronger than when I had it the first time... and even though I know the reason why... it's still...disturbing. See, when Eddie got the suit, he had my hate plus his. Now I have not only my old hate and Eddie's, but my current hatred as well. I feel a lot more alert; my reflexes are razor sharp._

"I feel good," I told him.

"Peter... you should go home." Eddie's expression suddenly turned dark.

"What's wrong, Eddie? Are you OK?" I asked, suddenly worried.

He smiled, and I didn't quite like the overtone of..._was it evil?..._that shadowed his face.

"Yeah, I'm fine. It's just late. Besides," he grinned again, "you wouldn't want to be late to school." My eyes widened as for no apparent reason, the symbiote gathered itself up and rested on the black spider logo on my chest.

There was a lot that I was supposed to think about on the way home. But there was one thought that seemed like it was on an endless rewind...

_She...she kissed me! How am I supposed to face her...I could pretend it didn't happen-_

_**No. **_

I could talk to her about it_._

_**Perhaps.**_

I could just kiss her when I see her_._

_**Yes...  
**_

Or just see what she does first.

_**We wouldn't recommend it.**_

_Then what should I do?_

_**You let things flow...**_

_I hate it when you make things seem so easy._

_**We know...that's why we do it**__._

Once I got home, I went to bed right away.

_If this doesn't work, _I thought to the symbiote, _I will mentally strangle you._

I landed in a small alley on the school grounds. Suddenly, I heard a noise, footsteps, coming in my direction. I wouldn't have the time to put on clothes over the suit. Suddenly panicking, I shut my eyes.

"Oh, it's just you, Parker." a voice said. I opened one of my eyes to see some guy from the football team. I looked down and saw that I was wearing a black shirt, dark jeans, and black 'socks'. The guy disappeared from the alley, satisfied now that he knew what was back here. I slipped on my real brown pants and my shoes, but I let the 'shirt' stay on. Just in case.

_**You're welcome**__._

_Shut up._

_**Next time. Jump.**_

_No comment._

I was walking to my locker, saying hi to a few people along the way. Once there, I threw in my bag and took out some books. Or...at least I was about to.

"Hey, Parker! It's Locker Knocker time!"

_Not again._

_**It doesn't have to be.**_

_This is where you get on my nerves. Always violence._

_**Shut up already! We were about to suggest**_ _**that you dodge all his attacks. If he punches.**_

Wow. The symbiote's adopting my speech. And informing me about a lot of stuff I knew already.

_**God speed.**_

I_ don't even say that!_

_**Brock thinks it.**_

_O...k? _

"So Parker, you got a conversation prepared for your locker? 'Cause you'll be there for a long time."

I opened my mouth to speak when-

_**Don't say anything.**_

"C'mon, Puny Parker! Cat catch your tongue?"

_**Quiet...**_

"Answer me!"

"_**I don't have to." **_the symbiote told me to say. I'm surprised it didn't say 'we.'

The school bully, Flash Thompson, flushed in anger, then swung with one heavy fist.

My Spider Sense made me duck, roll to the side, and finally stand up and sidestep out of the way of his fists. Finally, I caught one of them. I couldn't help myself.

I shoved him straight inside his own locker.

_Ok, that's it._

_**As you say. **_I could sense a little animosity in the symbiote, as if it was only obeying me in the hopes I wouldn't tell it to back off next time.

I was on my way to Biology. That's when it happened.

"Hi, Peter," Gwen shyly remarked as I caught up with her in the hall.

"Hey, Gwen."

"Look, I'm sorry about...that stunt... I pulled on Saturday."

Before she could apologize further, I had lifted her chin with my finger so our eyes met.

"Don't be. There's nothing to regret."

Our lips met. We broke apart after a few seconds.

"Nothing to regret..."

Wow. My day was great. I've learned to cope with both the symbiote and Spider-Man, I can finally relax a little from the stress of taking care of my loved ones, the stress that seems to choke me sometimes... and Gwen.

Yeah, it's been a great day. Nothing could ruin it now.

I was on my way home, swinging through the upper reaches of the city's tall buildings, when a blood-chilling scream pierced the air. I flinched at the sound, then cringed.

_**Oh, no.**_

_What is it?_

_**We know that sound too well...**_

_What is it?_

_**We'll just let you find out...**_

I sighed in frustration, and changed my direction to head over to the general location of the scream.

It was at the abandoned place that Eddie showed me two days ago. There was no one there, but I saw some blood on the wooden floor. I heard a few creaking noises near me, and every muscle tensed, my fight-or-flight instinct stronger than ever with the

Next thing I know, I'm breaking through a couple of walls as something slams me against them. Hard.

You know how I said that nothing could spoil this day? Let me take that back. Because there's only one thing, more like only one _being, _who doesn't activate Spider-Sense.

That's Venom.

My already 100% guaranteed thought was further proven by the beast-like scream that followed. I looked up and my heart leapt with fear and disappointment. There he was, a giant black blob of bulk, with a lashing tongue and a hideous smile.

Many things went through my head at once. The most important one was: _I can defeat him. I have the power of three hosts. He's got only two. But still...that's Eddie.  
_

Venom shot webs at me and tangled me up in them, but I easily broke through. He threw a huge fist at me, but I caught it anyway. He kicked and I ducked and kicked back, striking him on the stomach. He screamed something, and it sounded as if he had ten different voices. While he screamed I sucessfully kicked him three times on the chest, twice on the face, and once on the abdomen. I finished with one last punch to the face. Venom fell back. I panted slightly.

_That's done._

_**No. It's not.**_

One tendril of webbing shot out of Venom's chest. Another from his shoulder. His stomach. His legs. Webbing came from everywhere, lifting him up to the air.

"OK, Eddie," I said, the anger buried inside me rising.

I could see the symbiote, which had once covered the blue portions on my suit, coating my entire body in its black goo.

"I didn't want to do this, but you leave me no choice!"

I jumped up onto a nearby pile of crates. I knew he would match my actions; I just needed the time to hide.

He doesn't trigger Spider Sense, which means that I don't trigger his (Symbiote Sense, is it?) either. He was looking everywhere around him, releasing screams of frustration from the symbiote's hideous maw.

_How did this happen?_

_**Did I not tell you that he was under stress? He lost control.**_

_I knew it. I knew he would snap. So much for bro._

_**He is not gone. If you beat him to the point of unconsciousness or extreme fatigue, he'll be himsel again, with no memory of what happened.**_

_Well, I have to do this. I'm sorry, Eddie._

I launched myself at him. I gave it everything I had, which is *cough*cough* **a lot ***cough*cough*. Though it was a bit hard without Spider Sense, I was able to block and/or dodge most of his attacks.

The fight finally came down to him breathing extremely heavily and me _panting _heavily.

"We will destroy you!"

"_Would_ you be quiet..."

"We will DESTROY THE SPIDER!"

"Then could you DO-"

I kicked upwards-

"So-"

A kick on the stomach-

"Quietly!"

With all my strength, I punched straight through the symbiote's teeth, grabbing the tongue and smacking Venom against a wall. A _brick _wall. Repeatedly.

"AAAAAGHHHHH!" I screamed. Finally, I let go. He stepped a couple of times to the side, as if he were about to fall, but he kept his balance. He opened his mouth to scream.

_**Do it **_**now****_!_**

I jumped to him and placed one hand on his lower jaw, and the other on his head, prying the mouth open, wider and wider. The monster screamed, but I didn't stop. I kept opening until I saw Eddie's head.

At that point, I willed the suit to go to the spot on my chest, because I could handle it from here. I gave one last push, to the point where the mouth was just a hole, and let go. The hole died down and covered Eddie, but the grin, the tongue, the bulk, it was all gone. All gone.

That's when my adrenaline stopped pumping and I realized how badly wounded I was. The ol' red and blue was torn everywhere, and blood was seeping out of the skin beneath most of the tears. I felt suddenly ready to throw up, and the world spun and swayed around me as I tried to descend to the floor with some semblance of grace.

During the fight, I thought he only got me a few times, but I stand corrected. I'm swaying from side to side now. More like I _lay_ on the floor corrected.

All the fight left me, and the light and the pain and the exhaustion suddenly turned to...nothing.


	4. Loose Ends

When my eyes finally opened again, the first thing I saw was the slant of the floor, a wooden surface slick and glossy in places and scratched and dented deeply in others. It was an odd sight to wake up to, this damaged floor...

_Wait, where am I? _

I slowly dragged myself upright, something pushing at the muscles in my arms and giving me energy in spite of the exhaustion that rushed through me in a wave as I sat up.

First off, I took a good look at my surroundings. _Always _check what's around you before you check yourself. It isn't worth it to inspect your injuries right away if there's the risk you might get more while you're distracted.

_All clear. _There wasn't a soul in the building I was in-it must be a warehouse, I saw now. The place was filled with stacked crates and boxes, and one wall had a gigantic hole broken into it, the wood at its ragged edges hanging loose. Thick splinters completely covered the floor in several places.

I threw my head back to look at the ceiling. It's pretty essential to look there; if somebody's got powers like me, that's the first place they'll hide-

_Powers like me? Who has those? Venom..._

I looked back down at my arms just as I decided the warehouse was safe.

"What the...!" I exclaimed, instinctively scrambling backwards. My hands and feet held me to the wall as I stared at the suit.

It wasn't red and blue anymore; the suit was completely black like it used to be before I told the symbiote who was boss.

This was not good.

_We had to help. You were badly injured. We are healing you now, and if you fight us, it makes it harder. _

It's difficult to believe an black goopy alien symbiote, especially when it has a record as a control freak... but I didn't exactly have a choice. My head felt like someone had used it to break through a wall (maybe they had, it would be very much Venom's style) and I wasn't really feeling up to another psychic battle.

So I just slumped down against the wall. I'd better be grateful the symbiote at least allowed me to do that, I guess.

_Where's Venom now, then? _

**We know our brother. He would have taken the host away, where he would be safe from you.**

"Me? _You _were fighting him too, if you remember!" My voice was accusing, and a little hoarse. I'd probably wasted it in the fight.

Silence from the symbiote. Maybe it was uncomfortable. Taking care of the 'host's' emotional needs over its own would be something new to it.

"You feed on hate. Is that why you helped me fight the other symbiote... because it's competition?"

More silence. Frustrated, I decided to stop trying to communicate.

"Never mind. I have to go home."

I tried to push myself up from the floor using my elbows.

The symbiote pooled around my elbow and yanked at the gloves of my suit, pinning me to the ground.

I growled.

The symbiote pulled at my heels, pinning them down as well.

"Leave me alone! Aunt May will be worried out of her mind!"

I tried my hardest not to be angry with the symbiote, knowing that it would only feed and become stronger from the emotion.

She would worry. I couldn't have that.

But I was too tired to fight the symbiote, and after all, it said all it wanted to do was heal me...

I gave in to the exhaustion and closed my eyes.

...

"Peter!"

I cracked an eyelid. The blue and white of my comforter and sheets swam into my vision...

"WHERE HAVE YOU BEEN!"

A slightly angry, but mostly tearful and _very _loud voice sounded right next to my ear. I sat bolt upright in bed, memory and logical thought returning to me in a rush.

"Aunt May!" I cringed a little at the sound of her voice.

My eyes focused on the white-haired woman sitting in a chair next to my bed. "I-I'm so sorry..."

"'Sorry' doesn't cut it, Peter Benjamin Parker!"

_Ouch. Full name. _

I noticed tear tracks on her cheeks. This was _not _going to be easy.

Something poked at the back of my mind.

Never mind. It might be easy after all.

...

Twenty minutes and nearly as many well-concocted lies of the symbiote's making later, I finished off my breakfast downstairs. My arm still throbbed a little when I put my plate in the dishwasher, but the symbiote was rapidly taking care of that.

_If I knew you could heal stuff, I wouldn't have let you off so easy that one time you used my body to beat up the baddies and beat me up pretty bad in the process. _

I could almost hear the thing cringe, and grinned to myself, hiding it as I slung my backpack onto my shoulder. It would be hard to conceal all the guilt for those lies later on, but I didn't feel I could risk blowing my cover just then. There was too much at stake-what if Venom decided to hurt Aunt May again? Heck, I didn't even know where he was anymore.

"Bye, Aunt May!"

"Don't you _dare _run off like that again! You check in with me every half hour outside of classes, Peter!"

"Sure," I returned, dashing around the corner just in time to avoid another reprimand.

...

At classes that morning, I kept glancing over at Gwen in the seat across the room, desperately hoping my arms would be healed enough by that afternoon's outdoor basketball practice to avoid questions when they were left bare. The symbiote had morphed into long black pants and a long-sleeved shirt to cover up both the suit I'd been wearing and the wounds under it. But I wouldn't be able to wear a long sleeved shirt to basketball practice, _outside, _in the _summer. _There would be questions, and I don't like questions. Especially when Gwen's sitting in the bleachers. If she knew my identity, half a dozen villains would probably threaten to kill her for the information. I couldn't have that.

Later, when I was walking home from basketball practice (the symbiote _had_managed to heal up the wounds beforehand, and I'd changed out of the suit in the bathroom) I contemplated my day. It had been okay; I had taken Gwen to coffee afterward and then walked her home, and now I was on my way home. Home, study, and some consideration about Venom's possible locations. I had to know where he was, and if he still was on the rampage.

Maybe the symbiote would help me out with that. It was of the same species, after all; it shouldn't be so hard for it to find its brother.

Long after I finished math homework that night and relaxed into my mattress to sleep, my eyes were still open, staring at the ceiling.

I was worried.

**A/N: Short in comparison to the other chapters... sorry. But at least I FINALLY got around to updating. **  
**Thanks for reading! Please review; it really motivates me to write.**


	5. Nightmare

I woke up to a loud buzzing, right next to my ear.

Cracked an eyelid open and groaned as I saw that it was already seven.

Swung my legs over the side of the bed and instantly regretted it. One of them was still a little sore from the fight a day ago, and the sudden change from a lying down position to upright made my head throb and spin.

I glanced wistfully at the door. If only there was a little time to shower... I felt awfully grimy, as I hadn't showered in two days. But there wasn't time, not this morning at least. Maybe later this evening, I could clean up before I crashed.

I opened my drawer, pulling out a long-sleeved shirt I knew would fit me. I couldn't always dress in black; someone would start asking questions, and the symbiote hated questions even more than I did. Of course, it was always right there in the back of my head, pushing lies so good even I didn't want to say them them off my tongue. Inquiries weren't really trouble for it; just a bother, another obstacle to get around in daily life.

Knowing what the thing fed off of, and that it was still attached to me, able to live off my hatred... I got uneasy every time I thought about it.

I pulled the shirt over my head, turning my thoughts to Gwen and school to escape the insidious worry. Gwen... well, maybe today after school I'd take her somewhere. And her parents had invited me over for dinner, so I would have to make a really good impression.

The symbiote pushed at the back of my mind, reminding me that it was always there if I ran out of things to say.

It knew I could fight it, throw it off, so it took care of things that were important to _me _even when it went against its deepest instincts. I'll admit, the sense of power my previous success gave me felt good.

...

Finally, I was out the door. I hadn't had time for the stack of syrup-drenched pancakes Aunt May made, but had managed to down an energy bar and glass of milk before leaving.

The sun was bright in the east of the sky, spreading its light over the waking-up world like a blanket. The trees along the sidewalk were fully leafed out, and their branches shaded the concrete before it had a chance to get hot.

I watched the shadows pass under and over my sneakers as I walked on, turning the first corner on the way to school.

And then I noticed something funny, casting a darker shadow on top of the fence as I passed it. The shape appeared a little like that of a very muscular person... _probably some kind of animal, maybe an odd-looking tree or the top of a swing set,_my mind instinctively excused.

Suddenly, some kind of intuition, a _learned _intuition that wasn't the Spider-Sense I was accustomed to, sent a warning electrical impulse from my head to my toes. I grimaced; it was _definitely _not a pleasant feeling.

_If you do that _one _more time, I will give you constant psychic beatings for the rest of your life, _I scolded the symbiote. I could have sworn it just shrugged.

I was out in the middle of the street within seconds, poised for battle with my most recent enemy. Then I remembered I had my civilian clothes on, and made a face.

Back into a nearby alley, off with the shirt and backpack, and on with the mask. The pants were built by the symbiote, so I only had to think for a second to dematerialize them.

I debated over tossing the camera in my backpack up into a tree to snap a few photos, but decided against it. It felt almost like I was using my friends to earn me money-even if the creature _was_an evil alien symbiote, it was still Eddie inside that suit.

One moment and I was back on the sun-warmed asphalt of the main street of the residential neighborhood, hoping desperately that there wouldn't be anybody taking a drive down that particular street this morning.

The black creature on top of the fence leapt to the sidewalk, then to the middle of the street in one huge bound. I bit my lip under the mask I now wore, suddenly worried. Whatever had happened to Eddie yesterday in the warehouse, whatever had put that blood on the floor, apparently hadn't affected Venom in the least. The creature was as large and ugly as ever, long tongue lashing about and dashing gross alien saliva over every object in the vicinity.

It released a long, hissing howl, the high-pitched double tones hurting my ears. I waited for it to strike, unwilling to stage the first attack.

True to form, the creature hurled a strand of black web right past me, and the semi-sentient material wrapped itself around my chest, tying my arms to my sides. With some difficulty, I burst the strands and wound one of them around my arm before it had a chance to snap back. I used the strand to haul myself closer to the thing, just in time for it to strike again. This time a rope shot from the creature's over-bulging bicep.

I dodged as it hit the asphalt behind me with a _splat. _The strand retracted, and I swung a punch at the creature's head. It hit air behind the semi-flexible, spiky teeth as I heard them crack under my fist.

The creature fell to the ground, and the suit started melting away, the prehensile goop half flowing, half 'walking' toward the nearest storm drain.

I kept watching for Eddie, but he never appeared. The symbiote disappeared entirely, and there was nothing left.

_Perhaps it has learned to keep a shape of its own, and the symbiote only feeding off me and giving that hatred to its brother..._

I shook my head. Far too fantastical an idea. And yet... how was Eddie not in the suit? If so, what had happened to him?

I had only a minute to puzzle over it, because the sound of a few crashes and several car alarms going off at the same time sounded further down the street.

**_Take care of Venom later. Right now, Peter needs to get to school, and Spiderman might have to defeat something next neighborhood over._**

_Too busy to fight you, and you're lucky,_I reminded the symbiote.

It didn't as much as cringe. I needed more control.

It didn't take me long to get to the source of the noise. There, in the middle of the street, stood a hulking, over-muscled monster, one arm raised with a nearby car's door in the gigantic hand's claws. As I skidded to a stop in front of the circle of houses, the creature turned, displaying a set of ragged, spiky teeth and the trademark saliva-covered tongue.

"Parker," it hissed, and I ducked the loose car door as it threw it down to the pavement behind me.

"Venom," I said in response, my voice a disbelieving monotone. I had just defeated the creature, and it had dematerialized onto the street... there was no way it could travel that fast. And I would know.

Well, he was here to defeat now. I leapt into the air, shooting a web for the tallest house nearby. My feet landed squarely in the middle of Venom's chest as I came down, and it screamed, the suit turning to liquid tendrils as I struck it.

It swung a heavy fist in my direction, and I ducked just in time for it to catch the air behind my head. I swung one back at it, striking the side of its head. Once more, it fell to the pavement, and I watched as it melted away.

And left nothing behind.

This was _seriously _starting to creep me out. I mean, Venom is creepy enough... but Venom without Eddie? That's just wrong.

The 'good' symbiote, still stuck to the back of my head, directed me down the street. The sounds of new combat grew louder and closer as I ran.

I thought briefly back to the clothes and camera in the backpack I'd left in the alley...

_**There is no time to waste. **_

I didn't argue.

As I rounded the corner, my eyes scanned the scene, taking it all in. Two policemen were off to one side, fighting yet another Venom with pistols and Tasers. And next to them were nearly five, occupied fighting another creature-smaller, more lithe, and with a human face.

The suit was thinner and the muscles not nearly so big, like they had been during Venom's short period as one of the 'good guys'. And the face was exposed, without the teeth, the white eyes... but Eddie's face in their place.

_Eddie... no! _

I ran as fast as I could toward the bulky creature on the one side, preparing the punch that seemed to be the cure-all for symbiotes today. It didn't take much to get it in, though I did have to block a couple vicious jabs the creature made for my ribs and one it made for my head. Villains seem to have a penchant for grabbing your head and threatening to crush you.

It wasn't any less annoying this time.

My fist made contact with the symbiote's jaw, knocking it aside.

The creature went down, melting once more into the pavement. I breathed a sigh of relief, then turned to the real problem.

Eddie, or rather the real Venom, was still fighting the five cops. My best hope was to stop him and convince him to fight the symbiote.

I dashed toward him, hoping to knock the bloodlust out of him and then perhaps he would be able to think clearly. I ran between two of the uniformed officers, then shot a web high above our heads and jumped, swinging as far as I could to build up momentum. Then I swung around, turning myself in the opposite direction.

As I sliced the air traveling in the other direction, Eddie turned his head just in time to see my feet headed straight for his face. The police jumped out of the way, flattening themselves to the ground.

And just before my feet hit...

_"Peter, get up!" _

_"Get up, Peter!"_

The voice was faint, far away... almost as if it had to come through ten feet of water to reach me.

"Aunt May? What are you doing here? I'm..."

And then I suddenly realized where I actually was.

My bed.

My house.

With my alarm clock on the nightstand... reading _8:00 AM!_

I pulled the covers tight up around my neck, lifting my arm to check if I still had the suit on.

_ Sure enough. _

I never take that thing off anymore; I'm way too uptight. And I'm going to be a lot more uptight if I oversleep again and Aunt May actually comes into my room to wake me up, with my suit still on.

I shuddered.

"I'm not... decent!" I cried, still holding the edge of the comforter up to my chin. An old excuse, but one I certainly hoped would work just one more time.

Aunt May shut the door.

...  
_Twenty minutes later..._

I was on my way to school, for what felt like the second time that day but really was only the first.

_That's the most vivid dream I ever had, _I mused. _And the worst. _I'd had a lot of bad dreams... most involving supervillains in some way or another, or loss of my powers... but never one this bad. And I'd seen everything so clearly, and it had felt like I was really there, really fighting Venom.

Yet it couldn't have been real, now that I looked back on it. The strange way my opponent melted into the pavement, then showed up somewhere else... it was just too weird. And besides, I knew the symbiote couldn't form a body on its own. It always needed a host.

A car alarm went off around the next corner. I instinctively cringed, then slowly relaxed as I remembered.

_Just a dream. No need for the jumpiness. _

As I rounded the corner, I had to blink twice at the sight that greeted my eyes.

And then, everything went black.

**A/N: All right people, I know I went a little crazy with this chapter... and it isn't the best one either. **  
**Just to make things clear, in case you weren't able to catch it: the dream ends when the alarm rings at 8:00. **  
**So hold on for the next chapter! There was a reason that I put the dream in here; it wasn't just a random filler chapter. More character development for one very important character, actually.**  
**Please review! I'll understand if you think it's weird... but please don't flame.**


	6. Hit And Miss

It could have been a few minutes later that I woke up. Seconds, even.

Or it could have been hours. Maybe days.

All right, most likely _hours, _because now, as I opened my eyes, I could see the dim interior of a warehouse through the dust and water that swam in my eyes.

_Not again. _I groaned, trying to push myself up against the wall. My vision was still blurry, so I blinked a few times to clear the cloudiness from my eyes.

"Venom," I whispered, then pulled off the mask so I could breathe easier. As I looked at the material in my hands, I was reminded once more of the fact that I wasn't fully independent anymore, and cast a glance over the black-clad legs splayed out in front of me, then released a sigh, leaning my head back against the wooden slats of the crate behind me. The symbiote must have taken me here...

Thinking of the thing caused its voice to pipe up inside my head, once more. I listened, not having much else to do. After all, I must have sustained some injuries in the 'fight' on my way to school... and it would be the only thing helping me out with healing; I wasn't exactly in a place to complain.

_You failed. _

I couldn't help but laugh at that. "Seriously? I don't even know what I failed at!"

_We trained your reflexes. We told you in advance what would happen, and you did not take advantage of our help. _

"How exactly did you 'train' me? And how was I supposed to know-" I suddenly stopped talking as I realized the symbiote was right.

Dreadfully, horribly right. I had fought Venom, only it wasn't physical. The symbiote had trained me as best it could, yet while recognizing that I wasn't going to let it wear my body. The only way I would remotely allow it to warn me, train me, prepare me for combat in any way would be in a psychic training session... and I had barely even let it do that.

Well, it wasn't like I was committing a crime by not trusting it. It wasn't like it hadn't tried to _kill me _once or twice.

I lifted the mask, staring hard into the white lenses. Maybe I was trying to see something there; some tiny spark of life. Maybe even a little caring from the symbiote. Because it apparently cared enough about me to put me through training to combat its own twin.

I'd failed, and I didn't even know what at.

_Our brother could be anywhere by now. _

I suddenly jerked to full wakefulness, right out of the soup of groggy fog I had begun to fall into. I had to makes sure Aunt May was safe, then I could go fight it out with Venom, somewhere quiet. Quiet, and apart from people and structures that would be hurt or damaged in the fight.

The only reason I worried was that 'quiet' wasn't Venom's style.

But there was no time to worry now. I had to find Eddie, and convince him to fight the symbiote. Or punch him like I'd been 'trained', and hope it would be enough.

_You prepared me to fight _you. _Is the danger from Venom great enough that even you fear him? _

_Venom is no longer under our control. We can anticipate his movements, but not predict them._

I pulled my knees up to my chest, burying my head in my hands. "Seriously," I muttered, shaking my head as I finally stood.

"This is ridiculous. Just stop it, okay? I have enough voices to listen to right now." I cast a baleful glance at the symbiote lashed to my arm, and it protectively glued itself tighter around the injured limb.

Come to think of it, most of my body was beaten up again... so much for letting the symbiote heal me yesterday. I'd need at least another day of that, if this was any indication. And yet, some of the bruises on my arms seemed as if they were worthy of a teenaged boy's best punch; definitely less than what Venom was capable of. Almost as if he had halfheartedly defeated me, then disappeared to do what he needed to, whatever that was.

Perhaps, somewhere down deep inside, Eddie was still fighting.

Or maybe he didn't have to. Perhaps the symbiote was weakening on his side as well... _aw, stop it, _my mind commanded the black goop on my own suit, as it cringed and almost hissed at the word 'weakening.' "Fine, _changing._" The suit subsided, appeased.

"But you're still _awfully_moody," I whispered, and grinned. I could have sworn the symbiote scowled.

I started walking toward the sunset-colored light coming from the door of the warehouse, dodging crates and trying to keep from stepping on something. I really could do without another injury.

The suit prodded at the back of my still-groggy mind. _The mask._

I rolled my eyes, but pulled it over my head anyway and broke into a slow, even lope for the open door at the end of the warehouse. At least I didn't have to limp anymore.

...

When I finally limped to a stop on the sidewalk outside the house, there was a police car parked outside. I could see Aunt May crying and talking to an officer through the living room window, and I sighed in frustration. How was I supposed to have my own life, protect her, and keep her from worrying herself to death at the same time?

The symbiote quickly reformed itself around my civilian wear, building a loose black hoodie and pants out of itself. I couldn't help but be grateful. The clothes underneath had enough blood staining them for Aunt May to take notice, and I couldn't have that. Today's trouble had gone far enough already.

I stepped onto the porch and rang the doorbell.

I waited only a second, and then it swung open, revealing Aunt May's tear-stained face and the officer's firm, decided one.

I glanced first at Aunt May, then at the officer. The officer exchanged glances with Aunt May in turn.

"I-I can explain," I offered weakly, glad at that moment for the fact that my face, at least, wasn't bruised. The punch that knocked me out must have been to the back of my head.

Aunt May sniffed and screwed her eyes shut against the impending tears, stepping forward to enfold me in a hug. "Peter," she whimpered.

Guilt washed over me in an overwhelming wave. "I'm sorry," I said, realizing how lame that sounded but not knowing how better to respond. The symbiote offered no help, not even a suggestion, for once.

_Great help you are. _

**This is a matter of emotion, not your identity. Our lies will not help you here. **_  
_  
"I was so worried!" she cried, finally letting him go, but holding him at arm's length. "Where _were _you?"

"I-just... I missed school."

_Man, that was lame. I must have lost my 'lying' brain cells when Venom smacked my head._

"You... you _missed _school?" Aunt May's face was suddenly serious, and I groaned.

"I thought you were hurt! What with that 'Venom' freak loose in the city and all, I assumed the worst!"

_You assumed right, _I wryly thought, but didn't say the words. Just now, the truth would hurt so much less than the lies I was telling her.

"Do you have anything to say for yourself, young man?" She took me by the arm, pulling me into the house.

The officer nodded to Aunt May, cast me a scowl, and left.

...

I was glad when I finally got to go to my room that night. Aunt May didn't eat dinner with me; just sat in the living room and stared, creating a very uncomfortable atmosphere.

Sometimes, I really wish I could just forget about this whole stupid 'secret identity' thing.

But every time I come near it, the suit pulls me back. Because this city needs Spiderman right now, more than May Parker needs her son.

...

I considered briefly going after Venom, but the suit sucked back into its natural form, tightening around my limbs, and I knew the thought was useless. The symbiote knew I needed rest to heal from the constant injuries, and the police scanner I had started keeping under my bed had no report of the symbiote.

Yet, even when I'd lay in my bed for nearly an hour, sleep wouldn't come. It wasn't night yet; it was only about six. So I decided to go see Gwen. We could go out for coffee; I'd use the excuse of the fire escape outside her window to explain why I didn't come knocking at the door. If her parents had heard about my absence from school (which they probably had; I couldn't imagine that Aunt May hadn't called them before she called the police, knowing Gwen was a friend of mine), it wouldn't be good for me to show up at the front door.

It took only a few minutes to web-sling through the city, then land on the concrete wall of Gwen's apartment building. I knew which one was her apartment, from having seen her wave from the window once when I came for dinner.

I quickly scrambled up one more floor, then, finding the right window, dropped onto the fire escape beneath it and pulled the mask off, quickly putting on my civilian clothes over the suit.

Then I knocked on the window. Gwen hurried to it, then rapidly pulled up the bottom pane. "What are you doing out there, Peter?" she hissed, obviously shocked.

"I-I used the fire escape."

"Why?"

"I didn't really want your parents to see me."

"I know my dad's intimidating, but I didn't think he was _that _scary!" she incredulously stated, eyes wary.

"I- you know what, I'm done with this." I closed my eyes, desperately hoping I wasn't about to make the wrong decision. But keeping my secret bottled up was just too much. I had to have _someone _on my side, someone to care, and Gwen was just the safest person.

What if, someday, Spiderman got killed and no one even cared until the mask was pulled off? And then, everyone I knew would be asking questions forever, and never finding the answers they so desperately craved.

I opened my eyes again, letting go a sigh that reached right down to my toes. "I've got to tell you something. Please... meet me downstairs."

"Why can't you tell me here?" Gwen's voice was suddenly all serious. "There's something wrong, and I need to know what it is." Her eyes burned with a pale blue fire.

But I still kept my ground. "I-I can't tell you here. Your dad or mom might come in... I can't risk anything like that."

"Risk?" Her voice was starting to rise. "Come on now, Peter. This is _so _not okay. What have you not been telling me?"

I shook my head and took off down the stairs of the fire escape, the ringing of the metal nearly hurting my sensitive ears as each footstep struck it.

_The backpack. _

I reached back to scoop my backpack up from where I'd dropped it on the landing, glancing up toward the window. It was empty; Gwen was following me.

_Good. _That was exactly what I'd intended; I couldn't tell her about Spiderman here and risk her dad listening in.

She came out of the front door downstairs just as I pulled out the ladder where the stairs ended and swung to the ground from the final rung. I caught a glimpse of those eyes again, searing 'the look' deep into my face. _Now _she was angry.

I followed her, having a little difficulty keeping up with her quick pace. She allowed me to catch up with her, though, but didn't speak a word until we turned the last corner to the Silver Spoon.

We silently entered the cafe, and I stuttered a few incoherent words in an attempt to get her to listen to me. Why? I guess I didn't really know... it wasn't as if I had anything to say.

She ordered two cappuccinos, put the money down in front of the cash register and sat down in one of the chairs nearest the counter to wait. I stood awkwardly next to her chair.

For a long moment, we both just stayed there, still enough to be frozen. Finally, the barista's voice broke the silence.

"Two tall cappuccinos!" she announced, and I reached over to the counter to get them.

Gwen stood up as I stiffly made for the door, the boiling cappuccinos burning my hands through the thin cardboard sleeves around the containers. I bit back a yelp, knowing it would not be well received just now.

She took one as we sat down in the chairs outside, and put it down on the latticework metal table. She then fixed her eyes on my face, searching it for hints of the secret I still held from her.

"Now tell me what's going on."

I glanced around me, checking to make sure no one was nearby. The sounds from the street right next to our table would drown out any words from me.

I closed my eyes and gritted my teeth, praying desperately that she would take it well, and that she would never be hurt because of the knowledge she was about to gain.

"I'm Spiderman."

**A/N: Cliffhanger, I know. I'm sorry, but that's the best way to keep me motivated to write. **  
**And we still don't know where Venom is! Well, you should find out in the next chapter. **  
**Also, I took a great deal of inspiration from The Amazing Spiderman for the idea of the fire escape. It's beginning to influence my characterization, too...**  
**If you like, please review! Thanks!**


	7. Fighting Out

"Now, Pete, I know you've had to lie a lot in the past." Gwen's voice was surprisingly calm, but had an underlying layer of anger. I knew better than to relax now. "But this is totally outrageous. And if you're telling a joke... I'll laugh, but we both know it isn't funny."

I bit my lip, then, scooting my backpack over against my arm to shield it from the view of others, I rolled up my sleeve a little, then rolled up the suit's sleeve in turn, to show the webshooters underneath. Gwen gasped, blinking rapidly as if to clear her head.

"You're kidding."

"No, I'm not. I-I thought you should know. I mean, it's sort of selfish of me and all..."

Her eyes widened, and she opened her mouth to say something, but nothing came out.

"...I mean, I probably shouldn't have told you, because now that you know, you're in dan-"

Suddenly, a little smile appeared on Gwen's face. I had no idea what was going on in her mind at that moment-just hoped it wasn't something that would endanger either of us-

-and then she grabbed my shirt collar and pulled me right across the small table. And kissed me.

At first, it didn't register in my mind at all. Then I realized what was happening, and closed my eyes, smiling into the kiss. She smiled too, and it seemed like a year had passed when she finally pulled away. "Sorry," she whispered, shyly looking down at the table.

"Thanks for not punching me." I grinned, and immediately received a halfhearted slap on one cheek. But when I looked up, Gwen was smiling too. We hugged awkwardly over the table, and then she picked up her purse from where it was hanging on the chair she sat in. "I've really got to go, Peter. But-you have to take care of yourself, okay? I'm going to have to worry more, now that I know..." she said, only half teasing.

I stood, picking up my backpack and stepping over to her side of the table to give her a quick peck on the top of the head. "No worrying. I've survived thus far, right?"

I was too far away to hear her by the time she got up to follow me. I had things to do, a city to patrol. Evening was falling fast, and the streets and back alleys would be layered in criminals before long, not to mention the biggest problem Spiderman had right now. And now, Gwen would understand.

Later, webslinging among New York's skyscrapers and business buildings, I couldn't help but smile a little to myself at the thought that finally, there was someone out there who really _understood. _Someone who wouldn't blame me if I came back a little late, or frown questioningly at the bruises on my face after a tough fight.

There was a commotion in the alley below me, and I dropped down to see, shooting a web to the top of a nearby building to slow my fall. I landed lightly on both feet, then walked toward the spot of the fight. It was routine business for me, the easy kind of crime that provided a sort of break from the superpowered baddies that _really _took it out of me.

The thugs ran as soon as they saw me, leaving the woman who had been about to be robbed leaning against the wall of a nearby building, too shocked to move. I walked over to her, and she gasped at the sight of me.

"Don't hurt me! Please!" I suddenly remembered thar the symbiote was covering my suit, and rolled my eyes under the mask.

_Sheesh, give it a break. _

The goop was silent for once, and obediently retreated to the lines of my suit, widening them and turning them a deeper black than before. I awkwardly patted the woman on the shoulder. "It's okay. Don't be intimidated by the mask." I grinned in spite of the fact that she couldn't see it, and swung back into the skyline.

Now to get to the real job I had right now. I had to find Venom, and find him fast, before he got out of control. As much as I hated admitting it, especially with the symbiote on my own suit still lurking benignly in the back of my mind, he had gone more than a little crazy. I was lucky to have my own symbiote for the wounds and bruises I'd sustained back at the warehouse - without it, I might well have died, without anyone to come and get me.

I swung down from a tall building on the edge of the sea of skyscrapers surrounding a small island of park, sighing as I settled in a crouching position on one of the highest branches of a spreading oak. Suddenly, a voice that echoed with tones of both wariness and pleading echoed in my mind.

**_Do you trust us?_**

_Whoa, wait up. Why, exactly, are you asking this now?_

**_You do not trust our brother. _**

"Um... no. Mostly because he's tried to kill me, more than once."

I shook my head to clear it. _No talking aloud, Pete. You sound really weird._

_Why are you asking this now? _

_** Because he is coming. **_

I scowled, scrambling up a few branches and then shooting a web to the next tree from where I squatted. As I swung, I scolded the symbiote.

_Woulda been a lot more helpful if you'd told me where he was earlier, _I inwardly growled.

_**We did not know until now. But his scent grows strong. You will find our brother not far from here, in this park. **_

I couldn't help but smile a little. Maybe we'd get the old Eddie back-and perhaps my symbiote's 'brother' was also changing. Perhaps it wouldn't be as bad as it had been in my dreams.

It didn't take long to reach a small clearing in the park's closely-packed trees, and as I paused on the edge of a branch a bit thicker than the others, I could see him, sitting next to the stream that ran through the park. Not doing Venom-y stuff, or screaming in that creepily familiar double tone, or throwing stuff at buildings just for the heck of it. Just _sitting, _with his hands on either side of his head. He wasn't so bulked up now; the suit had dropped some of the extra 'muscle' in favor of a thinner suit.

I dropped lightly to the ground, then quickly made my way to the stream next to him. He didn't turn when he saw me, just tensed. The suit bulked up a little on his shoulders, but the old horror-movie smile showed no sign of returning. It took a long time for him to speak.

"I'm... sorry, Pete." He grated out the words in a monotone, as if they were very hard for him to say.

"I didn't come looking for an apology," I admitted. "I came to see if you were... well, still Venom."

"I don't know what I am, anymore." Eddie's voice wasn't a monotone anymore; there was struggle in it, and he sounded almost weak. "I was doing so well, before the warehouse... then I guess I just sort of let my anger take control."

I sighed. I didn't want to fight him anymore. And I knew that Eddie - real Eddie, didn't want to fight me either. I think it was more a fight between two sides of himself than a fight against me. Or even a fight against the suit he wore.

"I've tried so hard to let go of it. And all of it just evaporated." He sighed, holding out his hands and looking down at them. The claws were still there, tiny points at the end of each finger.

I was staring out at the stream, just beginning to feel relaxed, when he suddenly spoke again. This time, his voice was different.

_"I'm tired of trying to be you!"_ he shouted, and I scrambled backwards as the claws on his suit elongated, curling a little at the ends.

"You can fight this, Eddie! You don't have to do this again!" I cried, dread sinking like a stone in my heart.

"I want to be _free_!" I could hear more of Eddie in that one - he wanted to be free of so many things. His anger, his loss, even the symbiote, sometimes. Power quickly becomes a drag on your emotions, if you're not taking the responsibility bit of it all seriously.

"Listen to me! I'm not going to fight you. This time, you have to contain your anger instead of giving it an outlet." As much as I hated doing this, I would have to lose him again in order to keep from being hurt.

I disappeared through the trees, and was only a little surprised when he didn't follow me. Eddie was still fighting, somewhere inside that suit.

Now, I could only hope that he won.

**A/N: Sorry it took so long! Hope you liked it, in spite of that.**


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